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EXHIBIT 10.8
VASTAR RESOURCES, INC.
SECOND AMENDMENT TO
EXECUTIVE MEDICAL PLAN
Pursuant to the power of amendment reserved therein, Vastar Resources, Inc.
Executive Medical Plan (the "Plan") is hereby amended effective May 24, 2000, as
follows:
1. Paragraph 5 is amended in its entirety and shall now read as follows:
5. Retiree Medical Coverage.
A Retiree (as hereafter defined) may continue participation in
the Plan. The term "Retiree" shall mean any Participant who was
participating in the Plan and who while participating in the Plan:
(a) Terminated employment and, at such time, was entitled to an
immediate retirement allowance from a qualified retirement plan of the
Company; or
(b) Terminated employment after attainment of age 53 years plus six
months and ten or more years of Membership Service, as defined in the
Vastar Resources, Inc. Retirement Plan and is eligible for an
allowance under the Vastar Resources, Inc. Special Termination
Allowance Plan. A Participant described in this subparagraph (b)
shall become a Retiree upon the date the Participant becomes eligible
to receive an immediate monthly retirement allowance from a qualified
retirement plan of the Company; or
(c) Terminated employment in accordance with the terms and conditions
of a written agreement between the Company and the Employee, which
grants the Employee Retiree status. The applicable provisions of such
written agreement are incorporated by reference as a provision of the
Plan; or
(d) Has a termination of employment as described in Paragraph 2(b)(i)
of the Plan during a Benefit Trigger Window and the Participant, as of
the date of the Participant's termination of employment, (A) has
attained the age of 48 years plus six months or more and (B) as of the
date of the Participant's termination of employment, has five or more
years of Membership Service, as defined under the Vastar Resources,
Inc. Retirement Plan and is eligible for an allowance under the Vastar
Resources, Inc. Special Termination Allowance Plan. A Participant
described in this subparagraph (d) shall become a Retiree on the
earlier of the 19th month after such Participant's termination of
employment or the date the Participant becomes eligible to receive an
immediate monthly retirement allowance under the Vastar Resources,
Inc. Retirement Plan.
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Executed this 6th day of July, 2000.
VASTAR RESOURCES, INC.
/s/ JEFFREY M. BENDER
ATTEST: By: ----------------------------------
Jeffrey M. Bender
Vice President, Human Resources
/s/ ANTHONY S. NOONAN
By: --------------------------------
Anthony S. Noonan
Name:_______________________________
General Tax Officer
Title:________________________________
Approved as to Form:
WACHOVIA BANK N.A.
/s/ PETER D. QUINN
By: --------------------------------
Peter D. Quinn
Name:_______________________________
Senior Vice President
Title:________________________________
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